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15-186 Callander Associates Landscape Architecture, Inc., Consultant Services for the Cupertino Sports Center (CSC) East Court Resurfacing Design and Construction Documents
FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CALLANDER ASSOCIATES FOR CONSULTANT SERVICES FOR CUPERTINO SPORTS CENTER (CSC) EAST COURTS RESURFACING PROJECT, P.O. No. 2016-344 This 1st Amendment to the Consultant Services Agreement between the City of Cupertino and Callander Associates, for reference dated October 23, 2015, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Callander Associates, a California corporation whose address is 311 Seventh Avenue San Mateo, CA 94401, (hereinafter "Consultant"), and is made wi th reference to the following: RECITALS : A. On October 23, 2015 an agreement was entered into b y and between City and Callander Associates (hereinafter "Agreement"). B. City and Callander Associates desire to modify the Agreement on the terms and conditions set forth h erei n . NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1, Term of the Agreement is modified to read as follows: The term of this Agreement shall commence on the date of the executed agreement and shall terminate on December 15, 2016, unless terminated earlier as set forth herein. Except as expressly m odified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. P.O. No.: 2016-344 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed . CONSULTANT Callander Associates: ,_ By:___,,.£._\.---'---------'~.....,,._-+-_ '-----"'I Title "\(") 1;t,IT"' L Date \O / 17 /'£ Tax I.D. No!:i4-334fu7 311 7th Street San Mateo, CA 94401 ( 650) 375-1313 Amendment No.1 CSC East Courts Resurfacing Ca ll ander Associates CITY OF CUPERTINO A Municipal Corporation T~=of Public Wocks APPROVED AS TO FORM : .M Randolph Stevenson Hom, City Attorney ATTEST: 6~4)1--(b ,]/,i0 Grace Schmidt City Clerk Consultant compensation increased $0 by this amendment. Contract Amount: $ 32 ,000.00 Account No. : 420-90-904-900-905-SPCT 003-02-02 Page 1 of 1 October 13, 2016 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CALLANDER ASSOCIATES LANDSCAPE ARCHITECURE, INC. FOR CONSULTANT SERVICES FOR THE CUPERTINO SPORTS CENTER (CSC) EAST COURT RESURFACTING DESIGN AND CONSTRUCTION DOCUMENTS THIS AGREEMENT, for reference dated October 23, 2015 is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and Callander Associates Landscape Architecture, Inc., a California corporation, whose address is 311 Seventh Ave, San Mateo CA 94401, (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into a professional services agreement for Cupertino Sports Court design and construction documents upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on September 02, 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A", titled "Scope of Services" which is attached hereto and incorporated herein by this reference. 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit B, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSUL TANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed thirty two thousand Dollars ($32,000.00). The rate ofpayment is set out in Exhibit C, titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during CSC East Courts Resurfacing Callander Associates City of Cupertino Page 1 of9 October 23, 2015 the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer- employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Katy Jensen, Contract Manager, is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance CSC East Courts Resurfacing Callander Associates City of Cupertino Page 2 of9 October 23, 2015 and approval of the City Project Manager. The designated Consultant Project Manager shall be David Rubin. 11. HOLD HARMLESS: A. Indemnity Obligations Subject to Civil Code Section 2782.8. 1. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, empioyees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsef of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. 2. Notwithstanding the foregoing, the Consultant has no duty to provide or to pay for an up-front defense against unproven claims or allegations, but shall pay or reimburse the City for its reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation to the extent caused by the negligence, recklessness, or willful misconduct of Consultant or its employees, officers, officials, agents or independent contractors. However, the Consultant shall provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such claims. B. Claims for Other Liability. For all liabilities other than those included within paragraph A. above, Consultant shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed officers, employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights, including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. CSC East Courts Resurfacing Page 3 of9 October 23, 2015 Callander Associates City of Cupertino 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 12A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and authorized to do insurance business in the State of California. Endorsements naming the City as additional insured in relation to the commercial general liability and commercial automobile liability policies shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Commercial automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each accident (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000 per claim and in the aggregate. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide commercial general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing commercial general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. CSC East Courts Resurfacing Callander Associates City of Cupertino Page 4 of9 October 23, 2015 C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any worker's compensation and professional liability insurance, required by this Agreement. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. CSC East Courts Resurfacing Callander Associates City of Cupertino Page 5 of9 October 23, 2015 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. OWNERSHIP OF WORK: A. Any interest (including copyright interests) of Consultant and its subconsultants in each and every study, document, report, draft, memoranda, work product, map, record, plan, drawing, specification and other deliverable, in any medium prepared or created by Consultant or its subconsultants pursuant to or in connection with this Agreement, shall be the exclusive property of City. To the extent permitted by Title 17 of U.S. Code, all work product prepared or created under this Agreement shall be deemed works for hire and all copyrights in such works shall be the property of City. In the event that it is ever determined that any works prepared or created by Consultant or any subconsultant under this Agreement are not works for hire under U.S. law, Consultant hereby assigns to City all copyrights to such works when and as created. With Owner's prior written approval, Consultant may retain and use copies of such works for reference and as documentation of its experience and capabilities and in its promotional materials. With respect to Consultant's standard details, Consultant may retain the copyright, but grants to City a perpetual non-exclusive license to use such details in connection with the Project. B. Without limiting any other City right to any of the works prepared or created by Consultant or its subconsultants, all works may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Any City reuse of works shall be subject to California Business and Professions Code Sections 5536.25, 6735, 6735.3 or 6735.4, if and to the extent applicable. Any City reuse of works for any purpose other than those in B(l) through B(3) above, and any modifications to any of the works, shall be at City's sole risk and expense. D. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. E. All written work required to be provided by this Agreement (other than large-scale architectural plans and similar items) shall be printed on recycled paper and shall be copied on both sides of the paper except for one original, which shall be single sided. F. No work, information or other data given to or prepared created or assembled by Consultant or any of its subconsultants pursuant to this Agreement, shall be made available to any individual or organization by Consultant or any subconsultant without prior approval by City. G. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans shall be in CAD and PDF formats, and other documents shall be in Microsoft Word and PDF formats. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted CSC East Courts Resurfacing Callander Associates City of Cupertino Page 6 of9 October 23, 2015 accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts there from as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Katy Jensen, Contract Manager All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Callander Associates Landscape Architecture, Inc. 311 Seventh Avenue San Mateo, CA 94401 Attention: A. Mark Slichter, Principal , 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. CSC East Courts Resurfacing Callander Associates City of Cupertino Page 7 of9 October 23, 2015 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or ailow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 25. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 26. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. CSC East Courts Resurfacing Callander Associates City of Cupertino Page 8 of9 October 23, 2015 27. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. P.O. No.: ?-o l {;, ->4 Li IN WITNESS WHEREOF, the parties have caused the Agreement to be executed: CONSULTANT Callander Associates Landscape Architecture Inc. By:_...i,,,..<:-,....,_,,_______:.~.,..--il'------+-'::.-:::::. N ame :.---l.-+--'l-...ll...-!.1<11-.t=i;:......J,,;;L\..I.~~~ Title:_'J='---L-'--1...:"'-'-\.::::....:::.>'-'.----- Date: \ d · 2..-t..:. · 15: Tax I.D. No.: '14 -334=9'17 Address: 311 Seventh Ave San Mateo CA 94401 CITY OF CUPERTINO A Municipal Corporation B~~-- Timm Borden, Director of Public Works Date: ( o f'z.t'j If S- ' I APPROVED AS TO FORM: ~ l/d1 C , ol Korade, City Attorney Contract Amount: ~ -;~, t:JOO' ~ Account#: f'lt> .~Yo ·-·104 ~'too-1o'.:-src.:.r VO] -.::i:>--e..;):2-- CSC East Courts Resurfacing Callander Associates Page 9 of9 October 23, 2015 City of Cupertino EXHIBIT A SCOPE OF SERVICES Cupertino Sports Center East Courts Resurfacing The CONSULT ANT shall perform professional services as detailed in the following sections to produce design and construction documents for resurfacing the 13 east courts at the Cupertino Sports Center. SECTIONl.O GENERAL 1.1 Project Description: The CONSULTANT shall produce design and construction documents necessary for resurfacing the 13 east courts at the Cupertino Sports Center under a single, multi sequential phase construction contract. Improvements beyond court resurfacing are not included in this scope of services. 1.2 Project Construction Budget: The amount available for project construction shall be equal to the Estimate of Probable Construction Cost associated with the option selected by the City in Section 2.0, Task 1.4 including contingencies for design, bidding, and price escalation. 1.3 The CONSULTANT shall provide services necessary required to complete the tasks identified in the Scope of Services. The performance of services by CONSUL TANT shall be to the satisfaction of the CITY, according to the project scope of services and the standard of care provisions contained in this AGREEMENT. 1.4 The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. The CONSULTANT shall receive project direction only from the CITY's Director of Public Works or their authorized designee (hereinafter collectively "CITY"). The CITY shall resolve conflicting direction from other groups, departments or agencies. 1.5 The CONSULTANT shall coordinate the project scope of services with the CITY, other CITY consultants, contractors or agencies as needed or directed by the CITY. 1.6 Estimate of Probable Construction Cost as the City's Expected Expenditure: A) The CONSULTANT shall design the PROJECT so the Estimate of Probable Construction Cost is less or equal to the Project Construction Budget in 1.2 above. B) The CONSULTANT, in consultation with the CITY, shall (a) include contingencies for design, bidding, and price escalations to determine which materials, equipment, component systems and type of construction are to be included in the PROJECT, and (b) make reasonable adjustments and/or to value engineer various items in Estimates of Probable Construction cost submitted in conjunction with the PROJECT. CSC East Courts Resurfacing Callander Associates City of Cupertino EXHIBIT A October 23, 2015 Page 1of7 EXHIBIT A SCOPE OF SERVICES Cupertino Sports Center East Courts Resurfacing C) The CONSULTANT shall update the Estimate of Probable Construction Cost with each project milestone and clearly identify changes from the previous estimate. D) CONSULTANT shall advise the CITY in writing of adjustments to previous Estimates of Probable Construction Cost indicated by changes in PROJECT requirements or general market conditions. E) If, at any time prior to bid, the Estimate of Probable Construction Cost exceeds the Construction Budget identified in 1.2 above, the CONSULTANT shall revise the design and/or Construction Documents at no additional cost to the CITY. It is understood that reductions in scope may be required to meet the Construction budget, and the CITY shall not unreasonably withhold permission for project scope reductions to meet the construction budget. However, scope and quality changes shall be made in writing and approved by the CITY, in advance. F) Any program, design, or budget changes initiated and authorized in writing by the CITY and beyond the CONSULTANT' s control that require a revision to the Estimate of Probable Construction Cost to meet the Construction Budget in 1.2 shall be considered Additional Services as noted in EXHIBIT C of this AGREEMENT G) If the lowest responsive contractor bid exceeds the Construction Budget in 1.2 by more than fifteen percent (15%), CONSULTANT shall, without additional cost to the City, and only by advance, written City direction, revise the Construction Bid Documents to align the construction costs with the Construction Budget. The CITY acknowledges that the CONSUL TANT does not control market conditions and agrees that reductions in scope may be necessary to meet the CITY' s construction budget. 1.7 C:::ONSULTANT shall assist the CITY with filing permit documents required by governmental authorities having jurisdiction over the PROJECT, including the CITY' s Building Department, if required. 1.8 Deliverables identified in each Task provide the basis for fee compensation. Any deficiencies in the minimum work items identified shall cause the CITY to reject the entire submission, require the CONSULTANT to make appropriate corrections, and resubmit, at no cost to the CITY. Earned value for submissions according to the EXHIBIT C, Compensation Schedule shall not be considered until the Task Deliverables are accepted by the CITY. CSC East Courts Resurfacing Callander Associates City of Cupertino EXHIBIT A October 23, 2015 Page 2 of7 EXHIBIT A SCOPE OF SERVICES Cupertino Sports Center East Courts Resurfacing SECTION 2.0. SCOPE OF SERVICES TASK 1.0 SCHEMATIC DESIGN 1.1 The CONSULTANT shall meet with the City, observe the site existing conditions, collect data, and discuss project details and schedule. City shall furnish consultant with any k..'lowi1 existing project data in the City's possession. The CONSULTANT shall evaluate the adequacy of the existing data and prepare a summary memo. The CONSUL TANT shall provide a written meeting summary to the CITY within five (5) business days. 1.2 The CONSULTANT shall utilize the information obtained from the City and through the Consultant's site investigation to: (1) prepare a schematic plan at a scale of 1"=30' indicating the nature extent of court resurfacing (2) develop an Estimate of Probable Project Costs for court resurfacing consistent with the schematic resurfacing plan, (3) assemble information on proposed materials, including but not limited to court surfacing, striping, fencing and drainage enhancements and (4) prepare a written opinion for court regrading to eliminate existing ponding that cannot be resolved by resurfacing only. The opinion shall include a program level estimate of probable cost, additional consultant fees, and estimated schedule, including proposed phasing to maintain court operations and resurfacing. 1.3 The CONSUL TANT shall meet with City staff to discuss the schematic plan, proposed materials, cost estimate, and the regrading opinion. The CONSULTANT shall provide a written meeting summary to the CITY within five (5) business days. 1.4 The City shall provide the Consultant with written direction to proceed with either (1) the court resurfacing plans or specifications only, or (2) an increased project scope of services to include court regrading and other improvements defined by the City. If the City elects to regrade the courts in addition to resurfacing, the consultant shall furnish the City with a supplemental scope of services and associated fees for the regrading component and the parties shall amend this agreement to include those supplemental services. TASK 1.0 DELIVERABLES: 1.1 Project Data Summary, meeting agenda, and meeting summary 1.2 Schematic Plan, Estimate of Probable Construction Cost (resurfacing only), Regarding Opinion 1.3 Meeting summary 1.4 Scope of Services, court regrading component (if required) CSC East Courts Resurfacing Callander Associates City of Cupertino EXHIBIT A October 23, 2015 Page 3 of 7 EXHIBIT A SCOPE OF SERVICES Cupertino Sports Center East Courts Resurfacing End of Task 1.0 TASK 2.0: DESIGN DEVELOPMENT (court resurfacing only) 2.1 The CONSULTANT shall use the City provided written direction in Section 2.0, 1.4, for court resurfacing design development. 2.2 The CONSULTANT shall provide the CITY with a draft project schedule within five (5) business days of the CITY'S project scope direction in 2.1 above .. The draft schedule shall be compatible with the MS Project platform, contain project milestones, and identify the project specific critical path elements. The CITY shall review the schedule and provide written comments regarding the proposed schedule components within five (5) business days of receipt. 2.3 The CONSULTANT shall incorporate the City comments into the schedule and submit a final project baseline schedule to the CITY for approval within five (5) business days after receipt of the comments. The CITY shall provide the CONSUL TANT with written approval of the baseline project schedule within five (5) days of the final baseline schedule receipt. 2.4 The CONSUL TANT shall provide the CITY with written project schedule updates as changes occur that impact the baseline project delivery date, provide assessment of the schedule impact, and identify schedule recovery options. The City shall approve changes to the baseline schedule in writing prior to the change. 2.5 The CONSUL TANT shall prepare base files for use in assembling construction drawings. Base files to be prepared using as-built drawings provided by the CITY. No topographic survey services are included as a part of the resurfacing scope of work. 2.6 The CONSULTANT shall utilize the information gathered from visiting the site, and program data obtained from the CITY and prepare a color design development court resurfacing plan at 1"=30' that includes the City's program elements, site conditions, and information on proposed materials, including but not limited to, court surfacing, striping, net posts and netting, other program elements, and an Estimate of Probable Construction Cost. The plan sheets shall include the following, at a minimum: A. Title Sheet (one sheet) B. Best Management Practices (BMP) (one sheet, City provided) C. Court Resurfacing and Reference Plan (one sheet) D. Construction details (one sheet) E. Draft Technical specifications CSC East Courts Resurfacing Callander Associates City of Cupertino EXHIBIT A October 23, 2015 Page4 of7 EXHIBIT A SCOPE OF SERVICES Cupertino Sports Center East Courts Resurfacing 2.7 The CONSUL TANT shall meet with City staff to discuss the design plan, proposed materials, and cost estimate. The CITY shall provide comments on the design and direction to proceed with the Construction Document phase if satisfied with the design and cost information. TASK 2.0 DELIVERABLES: 2.2 Draft baseline schedule (electronic .pdf) 2.3 Final baseline schedule/Updates (electronic .pdf) 2.6 Design Development Plans, and proposed materials (original drawing, cut sheet copies, Estimate of Probable Construction Cost (hard copy, and electronic pdf files,) 2.7 Meeting agenda and summary (electronic .pdf) End of Task 2.0 TASK 3.0 CONSTRUCTION DOCUMENTS Task 3.1 Construction Document Packages 3.1.1 The CONSULTANT shall use the CITY direction obtained from Task 2.7 as the basis for the 95% Construction Document package. 3.1.2 The CONSULTANT shall submit a 95% Construction Document package to the CITY. The 95% package shall consist of construction drawings, details, technical specifications, material call outs, bid documents and forms necessary to publicly bid the project in the City of Cupertino and a 95% Estimate of Probable Construction Cost. Additionally, the Consultant shall incorporate, "Add or Deduct Alternate" bid elements into the bid documents for project bid and award flexibility. Documents shall be ready for public bid with the exception of minor corrections and final wet seals. All plan set submissions shall be on 22" x 34" for full size and 11" x 17" scalable at 50% and electronic copies in pdf format. 3.1.3 The CITY shall review the 95% Construction Document package and provide written comments within ten (10) working days of the submission. 3.1.4 The CONSULTANT shall incorporate the CITY comments from 3.1.3intoa100% Construction Bid Document package and submit it to the CITY. The submission shall include (1) original set of wet signed drawings and technical specifications suitable for reproduction, (2) an original 100% Estimate of Probable Construction Cost and (3) electronic pdf copies of (1) and (2). CSC East Courts Resurfacing Callander Associates City of Cupertino EXHIBIT A October 23, 2015 Page 5 of7 EXHIBIT A SCOPE OF SERVICES Cupertino Sports Center East Courts Resurfacing 3.1.5 The CONSULTANT shall submit a project data archive record consisting of all information, meeting summaries, drawings, communication, and other data used in the project development including City provided information. The Project Archive shall be on an archive quality electronic media CD or DVD ROM in pdf format. Task 3.0 DELIVERABLES: 3.1.2 95% Construction package as defined above. Five (5) bound copies and one electronic pdf file. 3.1.4 100% Bid Document Package (One (1) original wet signed set suitable for reproduction and one (1) electronic copy pdf.) 3.1.5 Project Archive (One (1) project data file on archive quality electronic media, CD or DVD ROM in pdf format) End of Task 3.0 TASK 4.0 BID AND AWARD SERVICES 4.1 4.2 4.3 The CONSULTANT shall assist the City during the construction contract bid and award process by reviewing bidder questions relative to the plans and technical specifications and suggesting answers to the questions. The CONSULTANT shall assist the City in preparing bid addenda where clarification of the plans and technical specifications is necessary. The CONSULTANT shall assist the City in evaluating bids for technical compliance and contractor qualifications, if necessary. TASK 4.0 DELIVERABLES: 4.1 Bidder question response (as required). One (1) electronic copy pdf. 4.2 Bid addenda content (as required). One (1) electronic copy pdf. 4.3 Consultant bid evaluation opinion. One (1) electronic copy pdf. End of Task 4.0 TASK5.0 CONSTRUCTION SERVICES 5.1 The CONSULTANT shall assist the City in reviewing contractor submittals for conformance with the project plans and specifications, evaluating proposed substitutions by providing a timely, written response to the City. CSC East Courts Resurfacing Callander Associates City of Cupertino EXHIBIT A October 23, 2015 Page 6 of7 5.2 5.3 5.4 EXHIBIT A SCOPE OF SERVICES Cupertino Sports Center East Courts Resurfacing The CONSULTANT shall assist the City in answering contractor requests for information (RFI) that concern the project plans and specifications by providing a written response and submitting to the City for review. The CONSULTANT shall make three (3) visits to the project construction site, observe the quality of work and prepare a summary of the observations. The CONSULTANT shall provide project AS BUILT project record drawings in AutoCAD from the Contractor's redlined AS BUILT field notations on the project AS BUILT field drawing set. TASK 5.0 DELIVERABLES: 5.1 Submittal reviews. One (1) electronic copy pdf. 5.2 Request for Information responses (as required). One (1) electronic copy pdf. 5.3 Construction observation summaries. One (1) each electronic copy pdf. 5.4 AS BUILT Project Record Drawing Set. One (1) each electronic copy pdf. CSC East Courts Resurfacing Callander Associates City of Cupertino End of Task 5.0 END OF EXHIBIT A EXHIBIT A October 23, 2015 Page 7 of 7 EXHIBITB PERFORMANCE SCHEDULE All work under this Consultant Agreement shall be completed by Sept 2, 2016. The task deliverables identified in EXHIBIT A, shall be received by the CITY as indicated below: PROJECT DELIVERABLES (BY TASK) DELIVERY SCHEDULE SECTION 2.0TASK1.0 PREDESIGN ACTIVITY-Project Data 1.1 1.2 1.3 1.4 Project Data Summary Memorandum Schematic Design, Estimate, and Regrading Opinion Meeting agenda and summary Scope of Services, court regrading component (if required) TASK 2.0 DESIGN DEVELOPMENT 2.1 2.2 2.6 2.7 Draft project schedule Final project baseline schedule/updates Color design development plan and estimate Meeting agenda and summary Five (.5) business days after NTP Fifteen (15) business days after NTP Three (3) business days prior/after Five (5) business days after 1.3 Five (5 business days after 1.3 Five (5) business days after 2.1 Fifteen (15) business days after 1.3 Five (5) business days prior/after TASK 3.0 SPORT COURT CONSTRUCTION DOCUMENTS Task 3.10 Deliverables: 3.1.2 95% Construction Document Package 3.1.4 100% Construction Document Package 3.1.5 Project archive TASK 4.0 BID AND AWARD SERVICES Task 4.0 Deliverables: 4.1 4.2 Bidder question response (as required). Bid addenda content (as required). CSC East Courts Resurfacing Callander Associates City of Cupertino EXHIBITB Twenty (20) business days after 2.6 Ten (10) business days after 3.1.3 Fifteen (15) business days after project completion One (1) business day after receipt One (1) business day after receipt October 23, 2015 Page 1 of2 EXHIBITB PERFORMANCE SCHEDULE TASK 5.0 CONSTRUCTION SERVICES Task 5.0 Deliverables: Submittal review summaries. 5.1 5.2 5.3 5.4 Request for Information responses (as required). Construction observation summaries. AS BUILT Project Record Drawing Set CSC East Courts Resurfacing Callander Associates City of Cupertino END OF EXHIBIT B EXHIBITB Five (5) business days after receipt Three (3) business days after receipt Five (5) business days after site visit Fifteen (15) business days after . t 1 t' proJeC. comp_enon October 23, 2015 Page 2of2 1) Base Compensation EXHIBIT C COMPENSATION The base compensation for this Consultant agreement shall not exceed thirty thousand DOLLARS ($30,000.00). Any work performed in Section 2.0, Scope of Services, which exceeds the base compensation amount shall be at no cost to CITY. 2) Fee Budget Schedule The Fee Budget Schedule for this AGREEMENT shall be as follows: Section 2.0 Task Task Description #1: Schematic Design #2: Design Development #3: Construction Documents #4: Bid and Award Services #5: Construction Services TOTAL Task Compensation $ 5,886. $ 6,213. $ 6,251. $ 3,100. $ 8,550. $ 30,000. The CONSULTANT shall not exceed the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve budget transfer amounts between Tasks listed above provided the base AGREEMENT compensation amount does not exceed thirty thousand DOLLARS ($30,000). 3). Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: MILESTONE TASK Task #1-Schematic Design 1.1 Project Data Summary, meeting agenda, and meeting summary 1.2 Schematic Design Plan, Estimate, and Regrading Opinion 1.3 Meeting Summary Task #2-Design Development CSC East Courts Resurfacing Callander Associates City of Cupertino EXHIBITC PERCENT OF TASK COMPENSATION 30% 60% 10% October 23, 2015 Page 1of3 EXHIBIT C COMPENSATION 2.1 Draft Baseline Schedule 2.2 Final Baseline Schedule/Updates 2.5 Color Design Development Plan and Estimate 2.7 City Design Development Approved Task #3-Construction Documents 3.1.2 95% Submittal Approved 3.1.4 100% Submittal Approved 3.1.5 Project Archive Task #4-Bid and Award Services 4.1 Bidder question response 4.2 Bidder addenda response Task #5-Construction Services 5.1 Submittal review 5.2 Request for Information responses 5.3 Site observation summaries 5.4 AS BUILT Project Record Drawings 5% 5% 65% 25% 45% 45% 10% 50% 50% 30% 40% 20% 10% The CONSULTANT may invoice according to the budget schedule only after the CITY provides written approval for the Task deliverables identified in Item C. 4). Sub consultant Services. The CONSULTANT is directly responsible for all SUBCONSULTANT payments. All SUBCONSULTANT compensation is included in the above Budget and shall be invoiced by the CONSUL TANT as part of the Section 2, Scope of Services, Base Compensation. 5). Reimbursable Expenses: There are no reimbursable expenses in this Agreement. 6). Additional Services: The CITY may request, in writing, additional CONSULTANT services not identified in Item B, Tasks 1- 3. The CONSULTANT shall provide a written fee proposal and obtain the City's written authorization prior to performing any additional services. This agreement provides a sum of two thousand DOLLARS ($2,000.00) for Additional Services not identified in ATTACHEMENT A. The CONSULTANT shall not perform any additional services that exceed that amount. Each Additional Services proposal shall be separately negotiated, in advance, and paid either on a lump sum or time and material basis as authorized by the CITY. The CONSULTANT shall use the billing rates below throughout the term of this agreement for time and material proposals. The CONSUL TANT shall invoice for authorized Additional Services performed the previous month according to the compensation schedule identified in the agreement addendum. CSC East Courts Resurfacing Callander Associates City of Cupertino EXHIBITC October 23, 2015 Page2 of 3 EXHIBIT C COMPENSATION CONSULTANT HOURLY RA TES FOR ADDITONAL SERVICES Serlior Prindlpol Prrincfpol Aissocfolte 1 Asso>Clale .2 A.Ssoelafle 3 Pmjiec1t Moliliager ] Projiect Mc1111ager 2 Prqscl Manager 3 IP~ojiecl· Monager .ii Projjed Manager 5 $222/hour $172J'hour $Hl.6J'hour $1~hour $138/hour $154/hour $138.lhour $133JMur $125/hour $l 191hour 7). Maximum Compensation com1ruc·1ion Mc11rm1ger$l3'5/hoor As:sHstant 1 $I :25/hour As:sllslont2 $ n Ii' !hour AS$'islonl 3 $107/haur A~sk:int 4 $98/hour AssMant 5 $87/hour .As:sllstont 6 $79/hour Wcrd PrOC0SISCf $100/hour Acco11Jn111ng $116·/hoiur The maximum compensation for the entire Consultant agreement is thirty two thousand DOLLARS ($32,000.00). Any hours worked for which payment would result in a total exceeding the maximum amount of compensation shall be at no cost to CITY. CSC East Courts Resurfacing Callander Associates City of Cupertino END OF EXHIBIT C EXHIBITC October 23, 2015 Page 3 of 3 Client#· 56 CALLAASS01 ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 10/27/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~~~cT Doris A. Chambers Dealey, Renton & Associates ~8,NN~, Extl: 510 465-3090 I r.iea. Nol: 510 452-2193 P.O. Box 12675 E-MAIL ADDRESS: Oakland, CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC# 510 465-3090 Mandy Guo -INSURERA:American Automobile Ins. Co. 21849 INSURED INSURER B: Hartford Accident & Indemnity 22357 Callander Associates INSURER c: Argonaut Insurance Company 19801 Landscape Architecture, Inc. INSURER D: 311 Seventh Avenue San Mateo, CA 94401-4259 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl A GENERAL LIABILITY x x AZC80906020 07/07/2015 07/07/2016 EACH OCCURRENCE $2,000,000 -~~~~[f;~J?E~~~JJWence) X COMMERCIAL GENERAL LIABILITY $1 000,000 -D CLAIMS-MADE [!] OCCUR -MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 - GENERAL AGGREGATE $4,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $4,000,000 )(] POLICY n j~c§'T n LOG $ A AUTOMOBILE LIABILITY x x f-- AZC80906020 07/07/2015 07/07/201E fE~~~~~~~tflNGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY (Per person) $ f--ALL OWNED -SCHEDULED BODILY INJURY (Per accident) $ f--AUTOS -AUTOS x x NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS IPer accident\ f---$ A ~ UMBRELLA LIAB ~OCCUR x x AZC80906020 07/07/2015 07/07/2016 EACH OCCURRENCE $1.000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2 000 000 DED I I RETENTION$ $ B WORKERS COMPENSATION x 57WEGGE6767 07/01/2015 07/01/2016 X 1wcsTATU-I IOTH- AND EMPLOYERS' LIABILITY y / N TORY LIMITS ER ANY PROPRIETOR/PARTNERIEXECUTIVE[NJ E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 c Professional IAE1240703 12/31/2014 12/31/201 ~ $2,000,000 per Claim Liability $2,000,000 AnnlAaggr. DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL SERVICES. 30 Day Notice of Cancellation/10 Day notice for Non-Payment of Premium. Project: Cupertino E. Courts Resurfacing Project The City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are named as Additional Insureds as respects General Liability and Auto Liability coverages. Insurance is (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I ?11di-~~I~ © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) 1 of 2 The ACORD name and logo are registered marks of ACORD #S1503133/M1393104 AZM DESCRIPTIONS (Continued from Page 1) Primary/Non-Contributory per policy form wording. Waiver of Subrogation applies to General and Auto Liability. Should any of the above described policies be cancelled before the expiration date thereof, the issuing insurer will mail 30 days written notice to the Certificate Holder. SAGITTA 25.3 (2010/05) 2 of 2 #S1503133/M1393104 Callander Associates AZC80906020 EXCERPTS FROM: Fireman's Fund ABC MUL TICOVER -AB 91 89 08 07 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: AMERICAN BUSINESS COVERAGE 2. Blanket Additional Insured Section II -Liability Coverage, Part I. Who Is An Insured, Item 2. is amended to include: f. Any person or organization that you are required by a written insured contract to include as an insured, subject to all of the following provisions: (1) Coverage is limited to their liability arising out of: (a) the ownership, maintenance or use of that part of the premises, or land owned by, rented to, or leased to you; or (b) your ongoing operations performed for that insured; or (c) that insured's financial control of you; or (d) the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s) 4. Blanket Waiver of Subrogation Section II -Liability Coverage, Part K. Liability and Medical Payments General Conditions, is amended to include: 6. Transfer or Rights of Recovery Against Others to us and Blanket Waiver of Subrogation b. If required by a written insured contract, we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your operations or your work for that person or organization. 19. Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance, Item 2 is replaced with: 2. Coverage C -Liability If other valid and collectible insurance is available to any insured for a loss we cover under Coverage C of this Coverage Part our obligations are limited as follows: a. The insurance provided under this policy is primary if you are required by a written insured contract to include any person or organization as an insured, but only with respect to that insured's liability arising out of the ownership, maintenance, or use of that part of the premises owned by or rented to you, or your work for that insured by or for you. Any other insurance available to that person or organization is excess and noncontributory with this insurance. EXCERPT FROM: PROPERTY/LIABILITY POLICY --AB 90 00 12 93 II. K. 5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought. AZC80906020 FleetCover® Endorsement-CA 70 18 03 10 Policy Amendment(s) Commercial Business Auto Coverage Form -Motor Carrier Coverage Fotm A. Broadened Named Insured Section II -Liability Coverage, A. Coverage, 1. Who Is An Insured, the following is added: as an insured under any other automobile li- ability insurance policy whose limits of insur- ance have been exhausted or whose insurer has become insolvent. Any organization yoll_DWIU:m_Jhe inception ofthis B. Br-oadened-Whtt--1-s-an-I-ns-ur-ed---- policy, or newly acquire or fonn during the policy period, and over which you maintain during the policy period, majority ownership or majority in- terest will qualify as a Named Insured if: (1) There is no other similar insurance available to that organization; and (2) The first Named Insured shown in the Dec- larations of this policy has the responsibility of placing insurance for that organization; and (3) The organization is incorporated or organized under the laws of the United States of Amer- ica. However: (a) Coverage under this provision is afforded only until the next occurring 12 month anniversary of the beginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and (b) Coverage under this provision does not apply to bodily injury or property damage that re- sults from an accident that occurred before you acquired or fonned the organization; and (c) No person or organization is an insured with respect to any current or past partnership, or joint venture that is not shown as a Named Insured in the Declarations; and (d) Coverage under A.(l), (2) and (3) above does not apply to any organization that is covered 1. Form CAOOOl (if attached to this policy), Section II -Liability Coverage, 1. Who ls An Insured, item b.(2) is deleted, and d. is added as follows: d. Your employee while using with your pennission his owned auto, or an auto owned by a member of his or her house- hold, in your business or your personal affairs, provided you do not own, hire or borrow that auto. 2. Fonn CA0020 (if attached to this policy), Section II -Liability Coverage, 1. Who Is An Insured, item b.(2) is deleted, and f. is added as follows: f. Your employee or agent while using with your pem1ission his owned private pas- senger type auto, or a private passenger type auto owned by a member of his or her household, in your business or per- sonal affairs, provided you do not own, hire, or borrow that auto. C. Additional Insured Coverage and Waiver of Subrogation 1. Fonn CAOOOl (if attached to this policy), Section II -Liability Coverage, 1. Who Is An Insured, the following is added as item e.; and fom1 CA0020 (if attached to this policy), Section II -Liability Coverage, 1. Who Is An Insured; the following is added as item g.: Tbis Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy ~.p~ Secretary o!J: iJ. 3':~' President CA7018 3-10 Page 1 of 7 Any person or organization with respect to the operation, maintenance, or use, of a cov- ered auto, provided that you and such person or organization have agreed under an ex- pressed provision in a written insured contract or written agreement, or a written permit is- sued to you by a governmental or public au- thority, to add such person, organization, or governmental or public authority to this pol- __ __,_1c=y~as~·an insurea-· However, such person or organization 1s an insured: (1) Only with respect to the operation, maintenance, or use, of a covered auto; and (2) Only for bodily injury or property dam- age caused by an accident which takes place after: (a) You executed the insured contract or written agreement; or (b) The pennit has been issued to you. 2. Form CAOOOl (if attached to this policy), Section IV -Business Auto Conditions, A. Loss Conditions, item 5.; and form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, A. Loss Conditions, item 6.; the following is added: Waiver of Subrogation If required by a: a. Written insured contract or written agreement executed prior to the accident; or b. Written pern1it issued to you by a gov- ernmental or public authority prior to the accident; we waive any right of recovery we may have against any person or organization named in such contract, agreement or permit, because of payments we make for injury or damage arising out of the ownership, maintenance or use of a covered auto. D. Auto Medical Payments -Increased Limit For each covered auto described in the Declara- tions or shown in the Schedule as having Auto CA7018 3-10 Medical Payments Coverage, the Medical Pay- ments Limit of Insurance for those autos is revised to the greater of: 1. $5,000; or 2. The limit shown in the Declarations E. Hired Auto Physical Damage Coverage and Loss ofUs~p_ens.es___ _________ _ Hired Auto Physical Damage Coverage If Physical Damage Coverage is provided by this policy on your owned covered autos, the following applies: Any auto that you lease, hire, rent or bonow without a driver, will be covered under this policy for Physical Damage Coverage. However any such auto: l. Will be covered only for the same Physical Damage Coverage that applies to your owned covered autos; 2. Will be subject to the same applicable deductible shown m the Declarations that applies to your most similar owned covered auto, except any Comprehensive Coverage deductible does not apply to loss caused by fire or lightning; and 3. The most we will pay for any one loss in any one accident is the lesser of the following: a. Actual cash value of the damaged or stolen prope1ty as of the time of the loss as detennined by us; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. In addition, we will pay costs and fees associated with such covered loss only for a maximum time period of seven days beginning with the date of loss, subject to a maximum of $500. However: 1. If form CAOOOI is attached to this policy, this coverage does not apply to autos you lease, hire, rent or b01rnw from any of your employees, partners (if you are a partnership), members (if you are a limited liability com- pany) or members of their households; and Page 2 of 7 2. If f01m CA0020 is attached to this policy, this coverage does not apply to any private pas- senger type auto you lease, hire, rent or bor- row from any member of your household, any of your employees, partners (if you are a partnership), members (if you are a limited liability company), or agents or members of their households. Conditions, 7. Policy Period, Coverage Territory, b.(5).(a); is replaced by the following: (a) A covered auto of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 180 days or less; and G. Communication Equipment Coverage 1. Form CA 0001 (if attached to this policy), Hired--Aufo-toss-ilf-Bse--Expense·--------------;Sn-e:-:c~ti~on III -Physical Damage Coverage, C. Form CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses; and fonn CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses; is deleted and replaced by the following: b. For Hired Auto Physical Damage, we will pay expenses for which an Insured becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declara- tions indicate that Comprehensive Cov- erage is provided for any covered auto; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss is provided for any cov- ered auto; or (3) Collision only ifthe Declarations indicate that Collision Coverage is provided for any covered auto. However, the most we will pay for any ex- penses for loss of use is $100 per day, to a maximum of $1,000. F. Coverage Territory-Hired Auto Form CA 0001, (if attached to this policy), Section IV -Business Auto Conditions, B. General Condi- tions, 7. Policy Period, Coverage Territory, b.(5).(a) is replaced by the following: (a) A covered auto of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 180 days or less; and Form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General CA7018 3-10 Limit of Insurance, Paragraph 2. is deleted and replaced by the following: 2. $1,500 is the most we will pay for loss in any one accident to all electronic equip- ment that reproduces, receives or trans- mits audio, visual or data signals which, at the time of the loss, is: 2. Fonn CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, Limits of Insurance, Paragraph 2. is deleted and replaced by the following: 2. $1,500 is the most we will pay for loss in any one accident to all electronic equip- ment that reproduces, receives or trans- mits audio, visual or data signals which, at the time of the loss, is: H. Tapes, Records, CDs and DVD Coverage A. Under Comprehensive Coverage, we will pay for loss to tapes, records, discs or other similar devices used with audio, visual or data elec- tronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: 1. Are your property, or that of a family member; and 2. Are in a covered auto at the time of a loss. B. The most we will pay for loss is $250. C. Physical Damage Coverage provisions apply to this coverage, except that no deductible applies. I. Personal Effects Coverage Form CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions; and fonn CA0020 (if at- tached to this policy), Section IV -Physical Page 3 of 7 Damage Coverage, A. Coverage, 4. Coverage Ex- tensions; item d. is added as follows: d. Personal Effects Coverage We will pay up to $500 for loss for clothing items or other personal effects that are owned by an insured and are in an Owned auto at the time of a covered loss. Personal Effects do not include audio visual or electronic devices, money, giftcards, secu- rities, jewelry, or tools. This coverage is excess over any other collec- tible insurance. No deductible applies to this coverage. J. Airbag Coverage 1. Fonn CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, B. Exclusions, 3.a.; and fonn CA0020 (if at- tached to this policy), Section IV -Physical Damage Coverage, B. Exclusions, 3.a.; the following is added: However, mechanical breakdown does not mean the unintended discharge of an airbag, provided that any loss covered under this provision is excess over any other collectable insurance or warranty designed to cover such unintended discharge. K. Rental Reimbursement Form CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions; and fonn CA0020 (if at- tached to this policy), Section IV -Physical Dam- age Coverage, A. Coverage, 4. Coverage Extensions; item c. is added as follows: c. Rental Reimbursement or Transportation Expenses If loss occurs to a covered auto described or designated in the Declarations or Schedule and covered for Physical Damage Coverage, we will pay for rental expenses for the rental of a similar replacement auto and additional transportation expenses, incurred by you. This payment applies in addition to the oth- erwise applicable amount of each coverage you have on the covered auto. No deductible applies to this coverage. However: CA7018 3-10 (1) We will pay only for those expenses in- cmTed by you that begin 24 hours aft.er the covered loss. (2) We will cease paying for those expenses, regardless of the policy's expiration date, at the earlier of the following dates: (a) The number of days reasonably re- -----quired-to--repair-or-replae-e the cov- ered auto. If loss is caused by theft, this number of days is added to the number of days it takes to locate and return the covered auto to you; or (b) 45 days from the date this coverage begins. (3) Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses m- curred by you; or (b) $1,500. (4) This coverage does not apply while there are spare or reserve autos available to you for your operations. (5) If loss results from the total theft of a covered private passenger type auto (if CA0020 is attached to this policy), or a covered private passenger auto (if CAOOOl is attached to this policy), we will pay under this coverage only that amount of your covered rental expenses or additional transportation expenses which are not already provided for under the Physical Damage Coverage Exten- sions. L. Extended Towing Coverage 1. Form CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 2. Towing, is replaced by the fol- lowing: 2. Extended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: Page 4 of 7 a. All labor must be perfonned at the place of disablement; and b. If the covered auto is of the private passenger type, no deductible ap- plies; and under Section III -Physical Damage Coverage, A. Coverage, Paragraphs 1, a., b., or c., there is no separate deductible for the Extended Towing Coverage. For purposes of this coverage, disable- c. If the covered auto is not of the pri-ment means a breakdown of the covered vate passenger type, our obligation auto including mechanical breakdown, to pay wi11 be redJJced by a $250 engine-failur-e,-eir---tin~-bltlwoot,-where re- deductible per disablement. pairs cannot be made roadside and a tow d. If the covered auto is not of the pri- vate passenger type and the disable- ment results from a loss covered under Section III -Physical Damage Coverage, A. Coverage, Paragraphs 1, a., b., or c., there is no separate deductible for the Extended Towing Coverage. For purposes of this coverage, disable- ment means a breakdown of the covered auto including mechanical breakdown, engine failure, or tire blowout, where re- pairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair. 2. Form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, 2. Towing -Private Passenger Au- tos, is replaced by the following: 2. Extended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: CA7018 3-10 a. All labor must be perfmmed at the place of disablement; and b. If the covered auto is of the private passenger type no deductible applies; and c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. d. If the covered auto is not of the pri- vate passenger type and the disable- ment results from a loss covered is required to remove the auto from the roadway and to seek additional services and repair. M. Cancellation -120 Days Notice If we cancel this policy for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured at the last mailing ad- dress known to us, written notice of cancellation at least 120 days prior to the effective date of can- cellation. N. Supplementary Payments -Increased Limits Section II -Liability Coverage, 2. Coverage Ex- tensions, a. Supplementary Payments, items (2) and (4) are replaced by the following: (2) Up to $2,500 for the cost of bail bonds (in- cluding bonds for related traffic law vio- lations) required because of an accident we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including substantiated loss of earnings up to $500 a day, because of time off from work. 0. Duties in the Event of Accident, Claim, Suit or Loss -Amended Form CAOOOl (if attached to this policy) Section IV -Business Auto Conditions, A. Loss Condi- tions, item 2. a.; and form CA0020 (if attached to this policy) Section V -Motor Carrier Conditions, A. Loss Conditions, item 2. a.; is replaced by the following: a. In the event of accident, claim, suit or loss, you must promptly notify us or our author- ized representative when it becomes known to: (1) You, ifyou are an individual; Page 5 of 7 (2) Your partner or member, if you are a partnership or joint venture; (3) Your member, if you are a limited liabil- ity company; ( 4) Your executive officer if you are an or- ganization other than a partnership, joint venture or limited liability company; or (5) Your authorized representative or insur- ance manager. Knowledge of an accident, claim, suit or loss by other persons does not imply that the persons listed above have such knowledge. Notice should include: (1) How, when and where the accident or loss OCCUlTed; and (2) The insured'sname and address; and (3) To the extent possible, the names and address of any injured persons and witnesses. P. Unintentional Failure to Disclose Hazards Fonn CAOOO 1 (if attached to this policy), Section IV -Business Auto Conditions, B. General Condi- tions, item 2.; and fom1 CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, item 2.; the following is added: However, if you unintentionally fail to disclose any hazards existing at the inception date of this policy, we will not deny coverage under this Coverage Fonn because of such failure. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-rene- wal. Q. Fellow Employee Coverage Section II -Liability Coverage, B. Exclusions, 5. Fellow Employee, the following is added: However, this exclusion does not apply if the bodily injury results from the use of a covered auto you own or hire, and provided that any cov- erage under this provision only applies in excess over any other collectible insurance. CA7018 3-10 R. Limited Mexico Coverage WARNING AUTO ACCIDENTS IN MEXICO ARE SUB- JECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEX- ICO CONSIDERS ANY AUTO ACCIDENT A --CRJM-I-NAI.---OF-F-EWSR---AS-W-Er1l,-AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PRO- VIDED HERE MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLE- MENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PUR- CHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COM- PANY BEFORE DRIVING IN MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OC- CUR OUTSIDE OF 25 MILES FROM THE BORDER OF THE UNITED STATES OF AMERICA. Form CAOOO 1 (if attached to this policy), Section IV -Business Auto Conditions, B. General Condi- tions, item 7.; and fonn CA0020 (if attached to this policy), Section V -Motor Carrier Condi- tions, B. General Conditions, item 7.; the follow- ing is added: The coverage territory is extended to include Mexico, but only: a. b. c. For accidents or losses occurring within 25 miles of the United States border; and For trips into Mexico of 10 days or less; and If the covered auto is principally garaged and principally used in the United States; and d. If the insured is a resident of the United States. If a loss to a covered auto occurs in Mexico, we pay for such loss in the United States. If the cov- ered auto must be repaired in Mexico in order to be driven, we will not pay for more than the actual cash value of such loss as determined by us at the nearest United States point where the repairs can be made. Page 6 of 7 Any insurance provided under this provision will be excess over any other collectible insurance. S. Extended Glass Coverage Form CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, item 3.a.; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, we will pay the greater of: (a) The actual cash value, as determined by us, of the damaged or stolen property as of the time of the total loss; or (b) The outstanding indebtedness under the initial finance agreement for the covered auto and its equipment. --A.-Co¥er-ag.e,----i.te.:lll--3..a.-;-i~~1aced-b~~low~------ ing: As used here, outstanding indebtedness means a. Glass breakage. If glass must be replaced, the deductible will be $100 or the deductible shown in the Declarations, whichever is less. If glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. T. Broadened Definition of Bodily Injury Form CAOOOl (if attached to this policy), Section V -Definitions, item C.; and Fann CA0020 (if at- tached to this policy), SECTION VI -DEFI- NITIONS, item C.; is replaced by the following: C. Bodily Injury means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or di- sease. U. Customer Lease or Loan Physical Damage Cover- age Extension Fom1 CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, C. Limit Of In- surance; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, C. Limits Of Insurance; item 5. is added as follows: 5. If your covered owned auto is: (1) Shown in the Schedule and designated as covered for Physical Damage Cover- age; and (2) Shown in this policy as having a loss payee or additional-insured-lessor; and (3) Incurs a covered total loss; CA701B 3-10 the amount you owe on the finance agree- ment at the time of total loss: (i) Less any amounts representing taxes, overdue payments, penalties, interest, or charges resulting from overdue payments, additional mileage, excess wear and tear, or lease termination fees; and (ii) Less any administrative costs or overhead fees assessed by the finance company who has leased the covered auto to you; and (iii) Less security deposits not returned by the lessor; and (iv) Less costs for extended warranties, Credit Life Insurance, Health, Accident or Dis- ability Insurance purchased with the loan or lease; and (v) Less cany-over balances from previous loans or leases. V. Two or More Deductibles Section III -Physical Damage Coverage, D. De- ductible, the following is added: If another Fireman's Fund Insurance Company policy or coverage fonn that is not an automobile policy or coverage fom1 applies to the same acci- dent or loss, the following applies: (1) If the deductible under this Business Auto Coverage Form is the lesser of (or least) de- ductible, it will be waived. (2) If the deductible under this Business Auto Coverage Form is not the lesser, (or least) de- ductible, it will be reduced by the amount of the lesser (or least) deductible. Page 7 of 7